Portrait of a Lady
by Lavender and Hay
Summary: What starts as a mental picture melts into a real-life progression. Post CS AU.


He notices it one day when he is watching her as she works on some mending in the servants' hall: the beauty of Phyllis Baxter is criminally under-appreciated. He wonders if it is the natural condition of the lady's maid; to always have to appear in contrast with an immaculately dressed, well groomed lady. The greater a lady's maid's talent, in fact, the harder a standard she creates to set herself against.

Her beauty, though, is beautiful in its quietness, and its understatement. It suits her down to the ground.

She glances upwards and spots him watching her. Her eyes flick upwards until they are almost in a line with the low sweep of her brown hair around the corner of her face, which he often finds himself following, and this is how she catches him. She doesn't say anything about it, but she smiles softly as she keeps on with her work. She smiles at the nightgown she is sticking buttons back onto.

He knows he's hardly an opaque person, and he's reminded of the time, once, when he'd found himself watching her retreating back as she walked away from him down the corridor, and Mrs Hughes had leant towards him as she ascended the stairs (he'd barely noticed her coming), and told him; _Mr Molesley, you have absolutely no poker face_. Then, as now, he might as well have confessed that he loved Phyllis Baxter. So much had been abundantly obvious.

Often, he imagines what it would be like to hold her hand, to kiss her dark hair. He spends an amount of time that he knows many would judge to be imprudent thinking about her like this, and in other ways too. She deserved to be treated like a lady; as far as he was concerned, Phyllis Baxter was as good as any lady she'd ever been asked to dress up in gowns and jewels. And this means, he knows, that he shouldn't spend as much time as he does thinking about what her skin would be like, wondering how long her hair is when it falls down her back, thinking about her lips on his. He can't help himself.

Somehow, he drags himself from his reverie, back into the room. Her eyes are still on her work. He casts his eyes around the room. Mr Bates is cleaning his Lordship's shoes and there are a cluster of kitchen maids chatting quietly at the other end of the table. What he wants to say to her is not for their ears, though he has not quite worked out how to say it yet.

"Miss Baxter, do you have a moment?" he asks her.

She looks up from her work to find him risen to his feet. Her eyes taken in his expression, and she put her work down.

"Yes, of course, Mr Molesley."

**…****.**

They courted for three and a half weeks before they made love. He had never seen himself as a great one for self-restraint, and if there was anything he learned about her during that brief period of time it ws that she certainly knew how to test a man's willpower.

He could not deny, he was shy about making love to her. She had done this before, she had told him as much, and he hadn't.

"And there's no need to concern yourself about my honour," she had told him, her hands holding onto the front of his pyjamas, musing, almost to herself but then giving him that gentle ironic smile she had, "His Majesty's judicial service saw to it that I had none of that left."

But it was ironic, he managed to think, as her lips brushed tenderly against his, pulling him gently closer towards her, with her hands still on his jacket, because she was the most honourable woman he had ever met. His lungs were reeling for oxygen- she was robbing him of it- and he wanted to tell her; she was the best, the kindest-… honour barely came into the equation.

Her arms were wrapped around his neck, and she was planting gentle kisses all over his face and his neck as he whispered;

"I love you, Phyllis," because it was all that he could manage between his breathlessness and the aching strain of arousal than she was evoking in him that even came close to what he wanted to be able to tell her.

She smiled against his lips.

"I love you too," she murmured.

They were lying flat on her bed, the near-darkness wrapping around them. Her hand was caressing his chest slowly over his pyjama shirt, circling slowly down towards his waist.

"I think we should make love," she told him.

The words whispered off her lips, but they were so precise, so firm, so explicit. Her hand lingered at his side.

"Is that something you'd be alright with?" she asked, as calmly as if they were making arrangements for what to do on their day off.

He nodded slowly.

"I want to," he told her, "But-…"

"You'll be alright," she murmured, pre-empting his worry, "I promise you."

He met her lips again as she kissed him softly.

"Do you trust me?"

"Of course."

**…****..**

They have been lovers for the same length of time, for a little under four weeks, when they find themselves in the room of an inn they have hired in York. She is his first lover, and he had under-estimated the strain that secrecy would cause them. He'd been right to note it before, he was not particularly given towards secrecy. But this, if anything ever had been or would be worthy of it, truly was.

Being with her here, though, like this, in a hired room in the middle of the day, was a liberation beyond anything he'd felt before. They worked at each other's clothes furiously, scattering them about the floor as they undressed each other.

He gazed at her hungrily through the lightness of the room through the white drapes, as she shed the black of her dress, the white of her slip, the pale creaminess of her skin. At this moment, he could wait for the touch of her hands, which he knew; he wanted the sight of her, he wanted to see the whole of that beauty which by some miracle she gives only to him.

The line of her collarbone is sharp and the curve of her breast is soft. Her nipples are a pale pink, and hardened with arousal. Her arms are long and thin, which he had already known from feeling them wrapped around his own body. Beneath her breasts, her ribs jut out just a little and he reaches forwards, caressing them gently with his thumb, before moving his hand upwards and cupping her breast. She kneels low on the bed before him, letting him touch her gently, her legs lying prone, opened up for him, but her feet tucked back under her body. In answer to his former wonderings, his fingers in her hair have knocked it from its fastenings so that thick dark waves frame her face and fall a long way down her back.

"You're exquisite," he murmurs to her.

He feels the rise and fall of her breathing at his words.

"I love you," she tells him in reply, "So much."

He leans forwards, into the space between her legs, pulling her into his arms and kissing her. His arm wraps around her waist, nearly lifting her into him. He reaches out and touches her between her legs, running a single finger through her folds, making a motion as if to beckon her, doing it again, and it is wonderful that she is able to gasp in pleasure without compunction.

Her legs unfold as they lie down. She has shown him so many ways to make love, in the darkness of her bedroom in the attic; with him behind her, with his mouth between her legs, tasting her, but this time he needs her, just _needs _her, like this, like the first time they made love; him bracing his weight over her, her legs around his waist, rocking and rocking against each other, him thrusting deep inside her, exchanging heated kisses and, for once, being able to moan quietly in encouragement to one another. With every movement it is implied- they are too breathless to say it- _I love you, I love you_.

**End.**

**Please review if you have the time. **


End file.
